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Resolution to Wind up a Company - Template, Sample Form

✓ Designed for use in Australia

Create your Resolution to Wind up a Company for use in Australia. Answer a few plain-English questions and the document fills in automatically as you go - then download it in Word and PDF, ready to sign or share.

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Below you can preview the Resolution to Wind up a Company, complete it by answering a few plain-English questions, and download a ready-to-sign copy in Word and PDF - tailored for use in Australia.

What the Resolution to Wind up a Company includes

This template is organised into the following sections:

Frequently asked questions

What is a Resolution to Wind up a Company?

A Resolution to Wind up a Company is a ready-to-use legal template for Australia. You complete it by answering a few plain-English questions, then download the finished document in Word and PDF.

What does the Resolution to Wind up a Company cover?

The Resolution to Wind up a Company is organised into sections covering § 1. BACKGROUND, § 2. RESOLUTIONS, EXECUTED BY THE SOLE MEMBER, so the important points are captured in a clear, consistent structure.

What formats can I download?

You can download your completed Resolution to Wind up a Company as an editable Microsoft Word (.docx) file and as a PDF.

Can I edit the document later?

Yes - save it to your account and you can re-open, edit and re-download it at any time.

Is a Resolution to Wind up a Company legally binding?

Once it is properly completed and signed by everyone involved, a Resolution to Wind up a Company is generally legally binding in Australia, provided it meets the legal requirements that apply to this type of document.

What laws apply to a Resolution to Wind up a Company in Australia?

A Resolution to Wind up a Company should comply with the laws in force in Australia. This template is built around the provisions such situations commonly require, but the rules can vary by region and change over time, so check the current requirements for your case.

Do I need a lawyer to use a Resolution to Wind up a Company?

For most standard situations you can complete the Resolution to Wind up a Company yourself using the guided questionnaire. For high-value, unusual or high-risk matters, it is sensible to have a qualified lawyer review the finished document.

How do I sign the Resolution to Wind up a Company?

Download the completed Resolution to Wind up a Company as Word or PDF and sign it as required in Australia. Depending on the document this may involve a handwritten or electronic signature, and some documents also need witnesses.

Is the Resolution to Wind up a Company free?

You can preview the Resolution to Wind up a Company and fill it in for free. A one-time fee applies only when you download the finished, ready-to-sign document in Word and PDF.

How long does it take to complete a Resolution to Wind up a Company?

Most people finish the Resolution to Wind up a Company in just a few minutes by answering the plain-English questions. You can save your progress and come back to it at any time.

Prepared and reviewed by the LegalDocs team.

Document preview

________  (ACN ________)
(hereinafter "the Company")


RESOLUTION OF THE SOLE MEMBER
Corporations Act 2001 (Cth) — Sections 249A and 249B


This resolution of the sole member of the Company (hereinafter the "Resolution") is dated this ________ day of ________.


§ 1. BACKGROUND

(a) The Company is a proprietary company duly incorporated and registered under the Corporations Act 2001 (Cth) and has its registered office at ________, in the State of ________.

(b) ________ of ________ (hereinafter the "Member") confirms that the Member is the sole member of the Company and the only person entitled to vote at a general meeting of the Company.

(c) Pursuant to section 249B of the Corporations Act 2001 (Cth), a company that has only one member may pass a resolution by the member recording it and signing the record, and the resolution so passed is taken to have been passed at a general meeting of the Company.

(d) The Member has formed the opinion that the Company is solvent and will be able to pay its debts in full within a period not exceeding twelve (12) months after the commencement of the winding up, and intends that this voluntary winding up be a members' voluntary winding up in accordance with Part 5.5 of the Corporations Act 2001 (Cth).


§ 2. RESOLUTIONS

(a) The Member hereby resolves as follows:

(I) That the Company be wound up voluntarily as a members' voluntary winding up pursuant to section 491 of the Corporations Act 2001 (Cth), such winding up to commence on ________.

(II) That a written declaration of solvency in accordance with section 494 of the Corporations Act 2001 (Cth), made by the director(s) of the Company and lodged with the Australian Securities and Investments Commission, be made prior to the passing of this Resolution.

(III) That ________ of ________, being a registered liquidator who has provided written consent to act pursuant to section 532 of the Corporations Act 2001 (Cth), be appointed liquidator of the Company for the purposes of the winding up.

(IV) That the remuneration of the liquidator be fixed at ________, together with reimbursement of all reasonable costs, disbursements and expenses properly incurred in connection with the winding up of the Company, and that such remuneration be approved in accordance with sections 60-10 and 60-12 of Schedule 2 to the Corporations Act 2001 (Cth) (the Insolvency Practice Schedule (Corporations)).

(b) This Resolution constitutes a resolution of the Company duly passed under section 249B of the Corporations Act 2001 (Cth) and is taken to have been passed at a general meeting of the Company.

(c) This Resolution may be signed by the Member in a single document or in counterparts, each of which when signed and delivered is an original and all of which together constitute one and the same instrument, and shall take effect on the date first written above.

(d) This Resolution is governed by and shall be construed in accordance with the laws of the State of ________ and the Commonwealth of Australia.


EXECUTED BY THE SOLE MEMBER:



................................................
Signature of Member: ________


................................................
Date: ________


In the presence of:


................................................
Signature of Witness: ________

Address of Witness: ________

Date: ________

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Fields you complete are inserted into the document live. This template is general guidance only - not legal advice.